HomeMy WebLinkAboutBack-Up Documents3/20/02
Property ID: PK-30-CP-18
Lease ID: AD183
Bldg ID: ACD1836
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
ALLAPATTAH COMMUNITY ACTION, INC., DAY CARE CENTER
1 836 NW 22 PLACE
MIAMI, FLORIDA
1. Purpose.
2. Occupancy And Use Period.
3. Continuous Duty to Operate
4. Interest Conferred By This Agreement.
5. Use Fee.
6. Late Fee.
7. Returned Check Fee.
8. Security Deposit
9. Increase of Security Deposit
1
1
2
2
2
3
3
3
4
10. Utilities. 4
11. Condition Of The Area. 5
12. Alterations, Additions or Replacements. 5
13. Violations, Liens And Security Interests. 5
14. City Access To Facility. 6
15. Indemnification And Hold Harmless. 7
16. Hazardous Materials. 7
17. Insurance. 8
18. No Liability. 10
19. Taxes and Fees. 10 •
20. Cancellation By Request Of Either Of The Parties Without Cause. 11
21. Termination By City Manager For Cause. 11
22. Notices. 11
• 23. Advertising. 11
24. Ownership Of Improvements. 12
25. Surrender Of Area. 13
26. Default By Licensee. 13
27. Severability. 14
28. No Assignment Or Transfer. 14
29. Nondiscrimination. 14
• 30. Affirmative Action. 14
i
31. Minority/Women Business Utilization. 15
32. Waiver Of Jury Trial. 15
33. Non -waiver Of Default. 15
34. Amendments And Modifications. 16
35. Compliance With All Applicable Laws. 16
36. Captions. 16
37. Interpretation. 16
38. Entire Agreement. 16
Signature Page 17
Exhibit A - "The Area."
ii
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this #3 day of alt14.:e
2001, between the City of Miami (the "City") a municipal corporation of the State of Florida and
Allapattah Community Action, Inc., Day Care Center, a nonprofit Florida corporation (the
"Licensee").
WHEREAS, Licensee has had a Revocable Permit with the City for the last ten years; and
WHEREAS, the purpose and use of Allapattah Community Action, Inc., Day Care Center
is to operate a low cost day care service for area residents; and
WHEREAS, all structures and improvements on the site are the property of the City; and
WHEREAS, Licensee is self-sufficient in all of its operations; and
WHEREAS, in order to carry out the intent as expressed herein and in consideration of
the mutual agreements subsequently contained, City and Licensee agree as follows:
1. Purpose.
The City is the owner of real property and improvements located at 1836 NW 22 Place,
Miami, Florida, more particularly described as Lots 17-20, Block 1, Washburn's Subdivision,
according to the Plat thereof, as recorded in Plat Book 4 at Page 112, of the Public records of
Miami -Dade County, Florida, Section 34, Township 53, South, Range 41 East in Curtis Park and
Licensee wishes to occupy said parcel as depicted in Exhibit A attached hereto and made a part
hereof (the "Area"). The City has determined that the Area is not needed at this time by any of
the City's offices or departments. The Licensee wishes to use the Area to continue its use as a
low cost day care center for area residents (the "Permitted Use"). The City is willing to assist the
Licensee by temporarily authorizing the Licensee to occupy and use the Area for the Permitted
Use, under the conditions hereinafter set forth. Any use of the Area not authorized under the
Permitted Use must receive the prior written consent of the City Manager, which consent may be
withheld or conditioned for any or no reason, including, but not limited to additional financial
consideration.
Page I of 20
2. Occupancy And Use Period.
This Agreement shall commence as of the date in which the City Manager executes the
Agreement (the "Effective Date") and shall continue for a period of ten (10) years until the first
to occur of the following:
(a) Cancellation or termination by the express written agreement of the parties hereto; or
(b) Cancellation or termination by request of either of the parties hereto, subject to the
notice provisions of Paragraph 20, "Cancellation By Request Of Either Of The Parties
Without Cause;" or
(c) Cancellation pursuant to Paragraph 21, "Termination By City Manager For Cause."
3. Continuous Duty to Operate
Except where the Area is rendered untenantable by reason of fire or other casualty,
Licensee shall at all times during this Agreement, occupy the Area upon the Effective Date and
shall thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
4. Interest Conferred By This Agreement.
Licensee agrees that this Agreement has been issued by the City to authorize Licensee to
occupy the Area solely for the limited purpose of the Permitted Use and no other purpose. The
parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights
of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain
acts of a temporary character and to otherwise use the Area subject to the terms of this
Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions
hereof and Licensee does r.,)t and shall not claim at any time any leasehold estate or ownership
interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally,
Licensee does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements,
construction, repairs, partitions, or alterations to the Area even if such improvements,
construction, repairs, partitions, or alterations are authorized by the City.
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5. Use Fee.
In consideration of this Agreement, Licensee agrees to pay a use fee (the "Monthly Use
Fee") to the City, in the amount of FIFTY DOLLARS and NO CENTS ($50.00).
6. Late Fee.
In the event City does not receive any installment of the Monthly Use Fee within five
days of the date in which it was due, Licensee shall pay to City a late charge in an amount equal
to ten percent (10%) of the Monthly Use Fee. Such late fee shall constitute additional fees due
and payable to City by Licensee upon the date of payment of the delinquent payment referenced
above. Acceptance of such late charge by City shall, in no event, constitute a waiver of
Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of
any remedy to which City may otherwise be entitled.
7. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to
City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable, to City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with
respect to such overdue amount nor prevent City from the pursuit of any remedy to which City
may otherwise be entitled.
Page 3 of 20
8. Security Deposit
Simultaneously with the execution of this Agreement, the Licensee shall deposit with
City the sum of TWO HUNDRED FIFTY DOLLARS AND NO CENTS (S250.00) (the
"Security") as guarantee for the full and faithful performance by Licensee of all obligations of
Licensee under this Agreement or in connection with this Agreement. If Licensee is in violation
(as provided in "Termination By City Manager For Cause") beyond any applicable notice or cure
period, the City may use, apply or retain all or any part of the Security for the payment of (i) any
fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum
expended by City on Licensee's behalf in accordance with the provisions of this Agreement, or
(iii) any sum which City may expend or be required to expend as a result of Licensee's violation.
The use, application or retention of the Security or any portion thereof by City shall not prevent
City from exercising any other right or remedy provided for under this Agreement or at Iaw and
shall not limit any recovery to which City may be entitled otherwise. At any time or times when
City has made any such application of all or any part of the Security Deposit, the Licensee shall
deposit the sum or sums equal to the amounts so applied by City within ten (10) days of written
notice by the City.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof,
as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon
any Iaer date after which Licensee has vacated the Area in the same condition or better as existed
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or
balance thereof) to the Licensee, City shall be completely relieved of liability with respect to the
Security. Licensee shall not be entitled to receive any interest on the Security Deposit.
9. Increase of Security Deposit
If Licensee is in default under this Agreement more than two (2) times within any twelve
(12) month period, irrespectively of whether or not such default is cured, then, without limiting
City's other rights and remedies provided for in this Agreement or at law or equity, the Security
Deposit shall automatically be increased by an amount equal to:
Three (3) times the original Security Deposit,
Page 4 of 20
which shall be paid by Licensee to City forthwith on demand.
10. Utilities.
Licensee shall pay for all utilities and services, including but not limited to, electricity,
water, stormwater fees, gas, telephone, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any necessary lines and equipment.
Licensee, at its sole cost, shall install all utilities required for its use, install separate utility
meters, and shall be billed directly by the applicable utility company for such services. In the
event that the City is billed for any utility or service that is a result of Licensee's use of the Area,
the Licensee shall reimburse such amount to the City within five (5) calendar days of notification
of the City's receipt of said bill.
11. Condition Of The Area.
Licensee accepts the Area "as is", in its present condition and state of repair and without
any representation by or on behalf of City, and agrees that City shall, under no circumstances, be
liable for any latent, patent or other defects in the Area. Licensee, at its sole cost, shall maintain
the Area in good order and repair at all times and in an attractive, clean, safe and sanitary
condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs
to the Area required or caused by Licensee's use of any part thereof.
Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and
expense in order to comply with all City, County, State and Federal code requirements for
Licensee's use or occupancy thereof.
12. Alterations, Additions Or Replacements.
Except in the event of an emergency, or the performance of :: terior painting and minor
repairs, Licensee shall not make any repair or alteration required or permitted to be performed by
Licensee unless and until Licensee shall have caused plans and specifications therefore to be
prepared, at Licensee's sole expense, by an architect or other duly qualified person and shall have
obtained City Manager's approval, which approval may be conditioned or withheld for any or no
reason whatsoever. The Licensee shall submit to the City proof of funding and/or its financing
Page 5 of 20
plans along with the plans and specifications. The Licensee shall be solely responsible for
applying and acquiring all necessary permits, including but not limited to, building permits. The
Licensee shall be responsible for any and all costs associated with any alterations including, but
not limited to, design, construction, installation and permitting costs. All alterations to the Area,
whether or not by or at the expense of the Licensee, shall, unless otherwiseprovided by written
agreement of the parties hereto, immediately upon their completion become the property of the
City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee
may reasonably proceed to perform such repair work and shall immediately notify City of such
work.
All alterations must be in compliance with all statutes, laws, ordinances and regulations
of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have
jurisdiction over the Area as they presently exist and as they may be amended hereafter.
13. Violations, Liens And Security Interests.
Licensee, at its sole expense and with due diligence and dispatch, shall secure the
cancellation, discharge, or bond off in the manner permitted by law, all notices of violations
arising from, or otherwise in connected with, Licensee's improvements, use, occupancy, or
operations in the Area which shall be issued by any public authority having or asserting
jurisdiction. Licensee shall promptly pay its contractors, subcontractors, and materialmen for all
work and Iabor done at Licensee's request. Should any lien, claim, or encumbrance be asserted or
filed, Licensee shall bond against or discharge the same regardless of validity, within ten (10)
calendar days of Licensee's receipt of notice of the filing of said lien, claim, or encumbrance. In
the event Licensee fails to remove or bond against said lien or claim in the full amount stated, the
City without obligation to do so, may bond, settle, or otherwise remove such lien or claim and
Licensee shall pay the City upon demand any amounts paid out by City to extingui.h such claim
or lien, including City's costs, expenses, and reasonable attorneys' fees. Licensee further agrees
to hold City harmless from and to indemnify the City against any and all claims, demands and
expenses, including attorney's fees, of any contractor, subcontractor, materialman, laborer or any
other third person with whom Licensee has contracted or otherwise is found liable, in respect to
the Area. Nothing contained in this Agreement shall be deemed, construed or interpreted to
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imply any consent or agreement on the part of City to subject the City's interest or estate to any
liability under any mechanic's or other lien asserted by any contractor, subcontractor,
materialman or supplier against any part of the Area or any of the improvements thereon. All
contracts, subcontracts, purchase orders, or other agreements involving the Area shall provide for
the waiver of any lien rights in the Area and provide that the contracting party agrees to be bound
by such provision and include the waiver provision in any subagreement.
14. City Access To Facility.
City and its authorized representative(s) shall at all times have access to the Area. The
City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to
perform any obligations of Licensee hereunder which Licensee has failed to perform after written
notice thereof to Licensee, Licensee not having cured such matter within ten (10) calendar days
of such notice, (c) to assure Licensee's compliance with the terms and provisions of this
Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to
prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the
City Manager in the furtherance of the City's corporate purpose; provided, however, that City
shall make a diligent effort to provide at least 24-hours advance notice and Licensee shall have
the right to have one or more of its representatives or employees present during the time of any
such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of
the exercise by the City of the right of entry described herein for the purposes listed above. The
making of periodic inspection or the failure to do so shall not operate to impose upon City any
liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or
liability assumed under this Agreement.
15. Indemnification and Hold Harmless
The Licensee shall indemnify, hold harmless and defend the City from and against any
and all claims, suits, actions, damages or causes of action of whatever nature arising during the
period of this Agreement, for any personal injury, loss of life or damage to property sustained in
or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and
against any orders, judgments or decrees which may be entered thereon, and from and against all
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costs, attomey's fees, expenses and liabilities incurred in an about the defense of any such claims
and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or
causes of action arise from the negligence or alleged negligence of the City, including any of its
employees, agents, or officials.
16. Hazardous Materials
The Licensee shall, at its sole cost and expense, at all times and in all respects comply with
all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies,
orders, administrative actions and administrative orders ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Material Laws relating to industrial hygiene,
environmental protection or the use, storage, disposal or transportation of any flammable
explosives, toxic substances or other hazardous, contaminated or polluting materials, substances
or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes",
"Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations
(collectively "Hazardous Materials"). The Licensee shall, at its sole cost and expense, procure,
maintain in effect, and comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals relating to the presence of Hazardous Materials within,
on, under or about the Area required for the Licensee's use, or storage of, any Hazardous
Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and
prudent industry practices regarding management of such Hazardous Materials. Upon
termination or expiration of this Agreement, the Licensee shall, at its sole cost and expense,
cause all Hazardous Materials, including their storage devices, placed in or about the Area by the
Licensee or at the Licensee's direction, to be removed from the Area and transported for use,
storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws.
City acknowledges that it is not the intent of this Article to prohibit the Licensee from
operating in the Area for the uses described in the Section of this Agreement entitled "Purpose".
The Licensee may operate according to the custom of the industry so long as the use or presence
of Hazardous Materials is strictly and properly monitored according to, and in compliance with,
all applicable governmental requirements. The requirements of this Section of the Agreement
shall survive the expiration or termination of this Agreement.
Page 8 of 20
17. Insurance
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this Agreement, the following insurance coverage:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverage's
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by the
City from time to time but not less than $1,000,000 per occurrence combined single limit for
bodily injury and property damage. The City shall be named as Additional Insured on the policy
or policies of insurance.
B. Automobile liability insurance covering all owned, non -owned and hired vehicles
used in conjunction with operations covered by this agreement. The policy or policies of
insurance shall contain a combined single limit of at least $500,000 for bodily injury and
property damage. The requirements of this provision will be waived upon submission of a
written statement from Licensee that no automobiles are used to conduct business.
C. "All Risk" property insurance against loss or damage by fire, windstorm, with
such endorsements for extended coverage, vandalism, malicious mischief, flood and special
coverage, insuring 100% of the replacement cost of the improvements, fixtures, equipment,
furniture and all other personal property in and about the Area. City shall be named as loss payee.
D. Worker's Compensation in the form and amounts required by State law.
E. The City of Miami, Division of Risk Management, reserves the right to reasonably
amend the insurance requirements by the issuance of a notice in writing to Licensee. The
Licensee shall provide any other insurance or security reasonably required by the City.
F. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days advance written
notice to the City. Said notice should be delivered to the City of Miami, Division of Risk
Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of Miami,
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Office of Asset Management, 444 SW 2 Avenue, 3rd Floor, Miami, Florida 33130, or such other
address that may be designated from time to time.
G. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management at the commencement of
the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20)
days prior to the expiration of each such policy. Insurance policies required above shall be issued
by companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength: the company should be rated "A" as to
management, and no less than class "X" as to financial strength, in accordance with the latest
edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority
issued by the State of Florida, Department of Insurance, and is a member of the Florida
Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its
representatives which indicates less coverage than required does not constitute a waiver of the
Licensee's obligation to fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may, but
shall not be obligated to, procure and place same, in which event the amount of the premium paid
shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance
be collectible on the first day of the month or any subsequent month following the date of
payment by the City. Licensee's failure to procure insurance shall in no way release Licensee
from its obligations and responsibilities as provided herein.
18. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, ii .'itees or patrons occurring in or about the Area that may be
stolen, destroyed, or in any way damaged, including, without Iimitation, fire, flood, steam,
electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of
the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane
or any act of God or any act of negligence of any user of the facilities or occupants of the Area
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or any person whomsoever whether such damage or injury results from conditions arising upon
the Area or from other sources. Licensee indemnifies the City its officers, agents and
employees from and against any and all such claims even if the claims, costs, liabilities, suits,
actions, damages or causes of action arise from the negligence or alleged negligence of the City,
including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the right to
utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and employees,
does hereby release from any legal liability the City, its officers, agents and employees, from
any and all claims for injury, death or property damage resulting from Licensee's use of the
Area.
19. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Area, or against any occupancy
interest or personal property of any kind, owned by or placed in, upon or about the Area by
Licensee, including, but not limited to, ad valorem taxes, fire fees, and parking surcharges. In the
event Licensee appeals a tax or fee, Licensee shall immediately notify City of its intention to
appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to City or other security reasonably satisfactory
to City in an amount sufficient to pay one hundred percent of the contested tax together with all
interest, costs and expenses, including reasonable attorneys' fees, expected to be incurred.
• 20. Cancellation By Request Of Either Of The Parties Without Cause.
Either party may cancel this Agreement at any time by giving thirty (30) calendar days
written notice to the non -canceling party p:or to the effective date of the cancellation (the
"Notice Period").
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21. Termination By City Manager For Cause.
If, at the sole and complete discretion of the City, Licensee in any manner violates the
restrictions and conditions of this Agreement, then, and in the event, after ten (10) calendar days
written notice given to Licensee by the City Manager within which to cease such violation or
correct such deficiencies, and upon failure of Licensee to do so after such written notice within
said ten (10) day period, this Agreement shall be automatically canceled without the need for
further action by the City.
22. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given on the day on which
personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
Office of the City Manager
444 S.W. 2 Avenue, 10'h Floor
Miami, FL 33130
WITH A COPY TO
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 33130
LICENSEE
Allapattah Community Action, Inc.
Day Care Center
1836 N.W. 22 Place
Miami, FL
23. Advertising.
Licensee shall not permit any signs, decoration, or advertising matter to be placed upon
the exterior of the Area without having first obtained the approval of the Director of Asset
Management or his/her designee, which approval may be withheld for any or no reason, at his
sole discretion. It is hereby acknowledged that at the time of execution of this Agreement there is
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an existing exterior sign painted on the building, which is hereby approved. Licensee shall, at its
sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other
things as may be permitted hereunder in good condition and repair at all times. Licensee must
further obtain approval from all governmental authorities having jurisdiction, and must comply
with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance.
Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any
sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part
of the Area is in any way damaged by the removal of such items, said damage shall be repaired
by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the
Area within ten (10) days after receipt of written notice from City directing the required repairs,
City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall
pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the
cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Area an appropriate sign indicating City's having issued this Agreement.
24. Ownership Of Improvements.
As of the Effective Date and throughout the Use Period, title to the Area and all buildings
and improvements thereon shall be vested in City. Furthermore, title to all Alterations made in
or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided
by written agreement, immediately upon their completion become the property of the City and
shall remain and be surrendered with the Area.
25. Surrender Of Area.
In event of cancellation pursuant to paragraph 20, "Cancellation By Request Of Either Of
The Parties Without Cause," or paragraph 21, "Termination By City Manager For Cause," at the
expiration of the Notice Period, Licensee shall peacefully surrender the Area broom clean and in
good condition and repair together with all alterations, fixtures, installation, additions and
improvements which may have been made in or attached on or to the Area. Upon surrender,
Licensee shall promptly remove all its personal property, trade fixtures and equipment and
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Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair any
damage caused to the Area within ten (10) days after receipt of written notice from City directing
the required repairs, City shall cause the Area to be repaired at the sole cost and expense of
Licensee. Licensee shall pay to the City the full cost of such repairs within five (5) calendar days
of receipt of an invoice indicating the cost of such required repairs. At the City's option, City
may require Licensee, at Licensee's sole cost and expense, to restore the Area to a condition
acceptable to the City.
In the event Licensee fails to remove its personal property, equipment and fixtures from
the Area within the time limit set by the notice, said property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole discretion and
without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost
and expense.
26. Default by Licensee.
In the event Licensee is in default of the terms of this Agreement the City shall have all
remedies available to it at Iaw or in equity. In the event that Licensee fails to peacefully
surrender the Area at the expiration of the Notice Period provided in paragraph 20, "Cancellation
By Request Of Either Of The Parties Without Cause," or as provided in paragraph 21,
"Termination By City Manager For Cause," after delivery of a notice of cancellation of the
Agreement by the City (the "City Notice"), then the City shall, in addition to all other remedies,
be entitled to collect from the Licensee and Licensee shall pay to the City, a per diem fee of One
Thousand Dollars ($1,000.00) for each day that Licensee remains in the Area in violation of this
Agreement (the "Per diem Fee"). Acceptance of the Per diem Fee by City shall, in no event,
constitute a waiver of the City's rights under this Agreement and shall not prevent the City from
pursuing all other remedies to which is entitled including but not limited to the right to seek
injunctive relief to eject Licensee from the Area.
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27. Severability.
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to
the extent necessary in order to conform with such laws, and the same may be deemed severable
by the City, and in such event, the remaining terms and conditions of this Agreement shall
remain unmodified and in full force and effect.
28. No Assignment or Transfer.
The Licensee may not assign or transfer this Agreement or any portion of any privilege of
occupancy and/or use granted by this Agreement.
29. Nondiscrimination.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability or marital status in connection with its occupancy and/or use of the Area and
improvements thereon.
30. Affirmative Action.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken to
provide equal opportunity in hiring and promoting for women, minorities, the disabled and
veterans. Such plan will include a set of positive measures which will be taken to insure
nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu
of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their
operation is in compliance with all relevant Civil Rights laws and regulations.
Page 15 of 20
31. Minority/Women Business Utilization.
Licensee shall make every good faith effort to purchase/contract fifty-one percent (51 %)
of its annual goods and services requirements from Hispanic, Black and Women
businesses/professionals registered/certified with the City Office of Minority/Women Business
Affairs. The City will make such lists available to the Licensee at the time of the issuance of the
Agreement and the City's Office of Minority/Women Business Affairs will routinely provide
updates.
32. Waiver Of Jury Trial.
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement executed by and between the parties
in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
33. Nonwaiver of Default
Any failure by the City at any time or from time to time to enforce and require the strict
keeping and performance of any of the terms or conditions of this Agreement shall not constitute
a waiver of any such terms or conditions at any future time and shall not prevent the City from
insisting on the strict keeping and performance of such terms or conditions at any later time. No
• waiver of any right hereunder shall be effective unless in writing and signed by the City.
34. Amendments And Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, signed by both parties and approved by the City Manager. The City Manager is
authorized to amend or modify this Agreement as needed.
Page 16 of 20
35. Compliance with All Applicable Laws.
The Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, ordinances and regulations is a
condition of this Agreement, and the Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida regardless of any conflict of law or other rules
which would require the application of the laws of another jurisdiction
36. Captions.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
37. Interpretation.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties. Should the provisions of this
Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body
interpreting or construing the same shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction that an instrument
is to be construed more strictly against the party which itself or through its agents prepared same,
it being agreed that the agents of both parties have equally participated in the preparation of this
Agreement.
38. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
Page 17 of 20
39. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City
Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et.
seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will
fully comply in all respects with the terms of said laws and any future amendments
thereto. Licensee covenants that no person or entity under its employ, presently exercising
any functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the City. Licensee further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to services provided hereunder. Any such conflict of interest(s) on the
part of Licensee, its employees or associated persons, or entities must be disclosed in
writing to the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year
first above written.
ATTEST:
Bv:
Prisj'11a A. Thompson
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Robert Nachlinger
Assistant City Manager
Risk Management Department
By:
LICENSOR
CITY OF MIAMI, a municipal corporation
of the State of Florida
City Manager
By:
APPROVED AS TO FORM AND
CORRECTNESS:
Alejan ro Vilare to
City Attorney
Page 18 of 20
By:
WITNESS:
Signa
Co orate Secretary
ose E E. Dausc�
Print Name
CORPORATE SEAL:
LICENSEE:
ALLAPATTAH COMMUNITY ACTION, INC.,
DAY CARE CENTER
A Nonprofit Florida Corporation.
By:
Signature - Officer
Print Name
Page 19 of 20
Tag
JOHNNY MARTINEZ, P.E.
City Manager
December 14, 2012
Ms. Miriam Urra
Executive Director
Allapattah Community Action, Inc.
1836 NW 22 Place
Miami, Florida 33125
Re: Revocable License Agreement with the City of Miami
Dear Ms. Urra:
Enclosed please find your fully executed original of the Revocable License agreement between
the City of Miami and Allapattah Community Action, Inc. for the use of the City -owned property
located at 1836 NW 22 Place,
Should you have any questions, feel free to contact Ms. Olga Zamora at 305.416.1476.
Regar
nrique tenry) Torre
Director
I4T/DN oz
C: Veronica A. Xiques, Assistant City Attorney (Matter ID 12-1255), via email
DEPARTMENT OF PUBLIC FACILITIES / Asset Management
444 S.W. 2nd Avenue, 3rd Floor, Miami, Florida 33130 / (305) 416-1450 / Fax: (305) 416-2156
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
ALLAPATTAH COMMUNITY ACTION, INC.
DAY CARE CENTER
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
1836 NW 22 PLACE
MIAMI, FLORIDA
TABLE OF CONTENTS
1. Recitals 4
2. Definitions 4
3. Purpose 5
4. Interest Conferred by this Agreement 5
5. Manner of Property Use 6
6. Occupancy and Term. 6
7. Continuous Duty to Operate. 6
8. Use Fee. 7
9. Late Fees. 7
10. Returned Check Fee 7
11. Guaranty Deposit 8
12. Services and Utilities. 9
13. Reporting Requirements. 10
14. Condition of the Property and Maintenance. 13
15. Alterations, Additions or Replacements. 13
16. Violations, Liens and Security Interests. 14
17. City Access to Property. 15
18. Indemnification and Hold Harmless 16
19. Insurance. 17
20. No Liability. 17
21. Safety. 18
22. Taxes and Fees. 18
23. Revocation by Request of Either of the Parties Without Cause 18
24. Revocation by City Manager for Cause 19
25. Notices. 19
26. Advertising. 20
27. Hazardous Materials. 20
28. Radon Gas. 21
29. Licenses, Authorizations and Permits 22
30, Compliance with all Applicable Laws 22
31. Ownership of Improvements. 22
32. Surrender of Property. 22
33. Severability. 23
34. Invalidity. 24
35. No Assignment or Transfer 24
36. Public Records 24
37. Conflict of Interest 24
38. Americans with Disabilities Act 25
39. Nondiscrimination. 25
40. Amendments and Modifications. 25
41. Attorney(s') Fees. 25
42. Litigation; Venue 26
43. Waiver of Jury Trial. 26
44. Waiver 26
45. Time of Essence. 27
46. No Interpretation Against Draftsmen. 27
47. Further Acts 27
48. Third Party Beneficiary. 27
49. No Partnership. 27
50. Headings. 27
51. Authority. 28
52. Entire Agreement 28
53. Special Provisions. 28
EXHIBIT A 30
PROPERTY 30
EXHIBIT B 31
REPORTING REQUIREMENTS 31
EXHIBIT C 32
INSURANCE REQUIREMENTS 32
2
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this ,9 day of
ee_, 2012, by and between the City of Miami a municipal corporation of
the State of Florida ("City") and Allapattah Community Action, Inc. ("Licensee"), a non-profit
corporation incorporated under the laws of the State of Florida,
RECITALS
WHEREAS, the City and Licensee ("Parties") desire and intend to enter into a Revocable
License Agreement for the use of City -owned property located at 1836 NW 22 Place, Miami,
Florida ("Property"); and
WHEREAS, Licensee's organizational purpose is to operate a low cost, day care service
to qualifying area residents; and
WHEREAS, Licensee has expressed its interest in continuing to utilize the Property for
its uses; and
WHEREAS, this Revocable License Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent of
the Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted
uses and does not permit anything further; and
WHEREAS, this Agreement is subject to the audit and inspection rights set forth in
Sections 18 - 100 and 18-102 of the Code of the City of Miami, Florida as amended ("Code"); and
WHEREAS, this Agreement permits only certain enumerated, specific, listed permitted
uses, and does not permit anything further.
WHEREAS, this Agreement confers no exclusive possession of the Property; and
3
WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, the City and Licensee desire and intend to enter into a Revocable License
Agreement; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
1. Recitals.
1.1 The foregoing recitals are hereby incorporated and made a part of this Agreement.
2. Definitions.
2.1 "City Manager" is the City Manager for the City of Miami.
2.2 "Director" shall mean the Director of the Public Facilities Department for the
City of Miami,
2.3 "Effective Date" shall mean August 13, 2012.
2.4 "Hazardous Material Laws" means all applicable requirements of federal, state
and local environmental, public health and safety laws, regulations, orders,
permits, licenses, approvals, ordinances and directives, including but not limited
to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the
Resource Conservation and Recovery Act, as amended by the Hazardous and
Solid Waste Amendments of 1984; the Safe Drinking Water Act; the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended by the Superfund Amendments and Reauthorization Act of 1986; the
Occupational Health and Safety Act; the Toxic Substances Control Act; the
Pollutant Discharge Prevention and Control Act; the Water Resources Restoration
and Preservation Act; the Florida Air and Water Pollution Control Act; the
Florida Safe Drinking Water Act; and the Florida Environmental Reorganization
Act of 1975.
2.5 "Parties" shall mean the City and the Licensee.
4
2.6 "Permitted Use" shall mean the use of the subject City -owned property primarily
and principally as a child day care facility, and for no other purposes without the
prior written consent of the City Manager which may be withheld.
2.7 "Property" shall mean the City -owned real property and improvements containing
approximately of 5,293 adjusted square feet of building space on a 28,600 square
foot lot located at 1836 NW 22 Place, Miami, Florida, as more particularly
described in Exhibit "A" attached hereto and made a part hereof.
3. Purpose.
The City is the owner of the Property. The City has determined that the Property is not
needed at this time by any of the City's offices or departments. The City has expressed its desire
to assist the Licensee in accomplishing its purpose and in furtherance thereof authorizes the
Licensee to occupy and use the Property for the Permitted Use, under the conditions hereinafter
set forth. The use of the Property is strictly limited to the Permitted Use and is not to be used for
any other purpose whatsoever. Any use of the Property not authorized under the Permitted Use
must receive the prior written consent of the City Manager or his/her authorized designee, which
consent may be withheld, denied, or conditioned for any or no reason, including, but not limited
to additional financial consideration.
4. Interest Conferred by this Agreement.
This Agreement confers no exclusive possession or tenancy of the Property. The
Licensee cannot exclude the City from the Property.
This Agreement solely authorizes Licensee to the temporary use of the Property for the
limited purposes set forth herein and for no other purpose. The Parties hereby agree that the
provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder are not
those of a tenant, but are a mere personal privilege to do certain acts of a temporary character
described herein on the Property and to use the Property, subject to the terms of this Agreement.
The City retains dominion, possession and control of the Property. Therefore, no lease interest in
the Property is conferred upon Licensee under the provisions hereof. Licensee does not and shall
not claim at any time any interest or estate of any kind or extent whatsoever in the Property by
5
virtue of this Agreement or its use of the Property hereunder. Additionally, Licensee does not
and shall not claim at any time any interest or estate of any kind or extent whatsoever in the
Property by virtue of any expenditure of funds by the Licensee for improvements, construction,
repairs, partitions, or alterations to the Property which may be authorized by the City.
5. Manner of Property Use.
Licensee's use of the Property is non-exclusive and License acknowledges and agrees to
abide by the terms and obligations as set forth in the services to be provided, manner of
operation, use areas and maintenance and utility obligations, provided however, the City agrees
not to enter into another License Agreement or other similar Agreement on this Property that
would interfere with Licensee's ability to operate on the Property.
6. Occupancy and Term.
This Agreement is revocable -at -will. Unless this Agreement is revoked or terminated as
provided in this Agreement, this Agreement shall commence upon the Effective Date and shall
continue, provided Licensee is not in violation of the Agreement, for a period of ten (10) years
until the earlier to occur of (i) termination or cancellation by request of either of the parties
hereto, subject to the notice provisions of Paragraph 23, "Revocation by Request of Either of the
Parties Without Cause"; or, (ii) termination or cancellation pursuant to Paragraph 24,
"Revocation By City Manager for Cause."
7. Continuous Duty to Operate.
Except where the Property is rendered unusable by reason of fire or other casualty,
Licensee shall at all times during this Agreement, occupy the Property upon the Effective Date
and shall thereafter continuously conduct operations in the Property in accordance with the terms
o f this Agreement.
6
8. Use Fee.
8.1 Monthly Use Fee.
In consideration of this Agreement, Licensee shall pay to City the following Monthly Use
Fee as set forth in Subparagraph B below:
8,2 Manner of Payment.
Commencing on the Effective Date of this Agreement, and on the first day of each month
thereafter, during the term of the Agreement, Licensee shall pay to the City a monthly Use Fee in
the amount of Fifty dollars ($50.00), plus State of Florida Use Tax (if applicable) for the
Licensee to use the Property, to the following address:
City of Miami
Department of Finance
Attention: Treasury Management/Receipts
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
9. Late Fees.
In the event any Use Fee payment is not received by the City on or before the fifth day of
the month, Licensee shall pay to City a late charge in an amount equal to three percent (3%) or
Two Hundred Dollars ($200.00) per day, whichever is greater. Such late fee shall constitute
additional fees due and payable to City by Licensee upon the date of payment of the delinquent
payment referenced above. Acceptance of such late charge by City shall, in no event, constitute a
waiver of Licensee's violations with respect to such overdue amount nor prevent City from the
pursuit of any remedy to which City may otherwise be entitled.
10. Returned Cheek Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to
City a returned check fee ("Returned Check Fee") based on the following schedule;
Returned Amount Returned Check Fee
$ 00.01 - $ 50.00 $20.00
$ 50.01 - $300.00 $30.00
7
$300.01 - $800.00
OVER $800.01
$40.00
5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable to City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with
respect to such overdue amount nor prevent City from the pursuit of any remedy to which City
may otherwise be entitled.
11. Guaranty Deposit.
The City acknowledges that the Licensee provided the City with deposits totaling Three
Hundred Dollars ($300.00), hereinafter referred to as the Guaranty Deposit, as required under the
Revocable License Agreement entered on August 13, 2002 and expiring on August 12, 2012. As
such, no additional Guaranty Deposit will be required.
If the Licensee is in violation beyond any applicable notice or cure period, the City may
use, apply or retain all or any part of the Guaranty Deposit for the payment of (i) any fee or other
sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by
City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum
which City may expend or be required to expend as a result of Licensee's violation. Should the
City use, apply or retain all or any part of the Guaranty, Licensee shall reimburse the amount
used, applied or retained within fifteen (15) days of the City's application of the Guaranty
Deposit. The use, application or retention of the Guaranty Deposit or any portion thereof by the
City shall not prevent the City from exercising any other right or remedy provided for under this
Agreement or at law and shall not limit any recovery to which City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Guaranty Deposit or balance
thereof, as the case may be, shall be returned to Licensee after the expiration date or upon any
later date after which Licensee has vacated the Property in the same condition or better as existed
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guaranty Deposit
(or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect
to the Guaranty Deposit. Licensee shall not be entitled to receive any interest on the Guaranty
Deposit.
8
12. Services and Utilities.
12.1 Licensee's Responsibilities.
Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is
not limited to, electricity, water, storm water fees, gas, telephone, television, cable,
telecommunications, internet, garbage and sewage disposal used by Licensee during its
occupancy of the Property, as well as all costs for installation of any lines and equipment
necessary. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use,
and arrange for direct utility billing from all applicable utility companies for such services.
The City is not a guarantor or in any manner responsible for payment of Licensee's
responsibilities as they are set forth in this Agreement.
Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and
hire pest and termite control services for the Property, as needed, to insure that the Property will
at all times be in a clean and sanitary condition and free from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment. Licensee shall insure that all appropriate equipment and lights have
been turned off and appropriate doors locked at the close of operations within the Property each
day. Licensee shall be responsible to take prudent preventive maintenance measures to safeguard
the Property from storms and other "Acts of God" as that term is defined by Florida law.
12.2 City's Responsibility.
City, at its sole cost, shall pay for the following utilities: None.
The City reserves the right to interrupt, curtail or suspend the provision of any utility
service provided by it, including but not limited to, heating, ventilating and air conditioning
systems and equipment serving the Property, to which Licensee may be entitled hereunder, when
necessary by reason of accident or emergency, or for repairs, alterations or improvements in the
judgment of City desirable or necessary to be made or due to difficulty in obtaining supplies or
labor or for any other cause beyond the reasonable control of the City. The work of such repairs,
alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no
respect be liable for any failure of the utility companies or governmental authorities to supply
utility service to Licensee or for any limitation of supply resulting from governmental orders or
directives. Licensee shall not claim any damages by reason of the City's or other individual's
9
interruption, curtailment or suspension of a utility service, nor shall the Revocable License or
any of Licensee's obligations hereunder be affected or reduced thereby.
13. Reporting Requirements.
Licensee shall prepare, or cause to be prepared, the following reports and documents
identified in Paragraph sub -sections A, B and C below and submit them to the Director of the
Department of Public Facilities, Asset Management Division, City of Miami, 444 SW 2nd
Avenue, 3'"a Floor, Miami, FL 33130 by the timeframes identified below and detailed in Exhibit
"B" attached hereto and incorporated herein by reference.
13.1 Financials.
Within one hundred twenty (120) days after the end of its fiscal year, Licensee shall
deliver or cause to be delivered to the City of Miami's Director, Department of Public Facilities,
an audited financial statement which includes, among other things, information on the Licensee's
business operations for the fiscal year, including the following:
i) grants, subsidies, rebates, credits or similar benefits received from any federal,
state, regional or local body, agency, authority, department or organization which
revenues are unrestricted or are to be used for general operating expenses;
ii) all donations and contributions received which revenues are unrestricted or are to
be used for general operating expenses.
iii) revenue from services, program fees, membership dues;
iv) revenue from, advertising and sponsorships conducted on the Property;
v) revenue from concession sales and all other receipts whatsoever of all business
conducted in or from the Property;
vi) all revenue from sales and services generated on or from the Property;
vii) all revenue received by Licensee or any business entity or venture which has
involvement of Licensee's principals, in connection with the use of the Property,
any facility thereon, or any portion thereof for any period of time, including
without limitation, special events and fundraising events, held on the Property;
Such audited financial statement shall be prepared by an independent certified public
accountant (CPA) employed at the Licensee's sole cost and expense. In the event Licensee is
10
unable to timely submit the audited financial statement and provided Licensee has commenced
and diligently pursued the completion of the audited financial statement, Licensee may request
from the Director a thirty (30) day extension to complete the audited financial statement, which
request shall not be unreasonably denied. Said CPA shall attest that such statement is prepared
in accordance with generally accepted accounting principles and practices and represents the
results of operations for the period indicated therein.
Notwithstanding the above and during the effective term of this Agreement described in
Paragraph 6 herein and for a period expiring three (3) years after the expiration of the term, at its
option, the City may, at its sole cost and expense, audit Licensee's business affairs, records,
program files, sales slips and sales tax records in connection with Licensee's sales on, from or
related to the Property for the period covered by any financial statement, report or record
furnished to the City.
Licensee shall allow the City or auditors of the City to inspect all or any part of the
source documents and records for the aforesaid monthly reports. Said inspection shall be
conducted at the sole discretion of the City. Records shall be available Monday through Friday,
inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's address provided in
Paragraph 25 of this Agreement. Copies requested by the City shall be furnished to the City at
no cost.
13.2 IRS Form 990 Tax Returns.
In the event Licensee cannot provide audited financial statements, as set forth in
Paragraph 13 A herein, Licensee shall provide City with a copy of its most recent IRS Form 990
Tax Return no later than three months after the end of its fiscal year.
13,3 Preventive Maintenance Report.
No later than December 31 of each year, Licensee, at its own cost and expense, shall
perform a physical inspection of the Property in accordance with City, County and State code
requirements as part of a preventive maintenance program and shall submit an inspection report
to the City of any deteriorating conditions found at the Property ("Preventive Maintenance
Report"). Within sixty (60) days of completing said inspection, Licensee shall submit a
remediation plan to the City, to be approved by the City Manager or his/her designee, for all
11
conditions requiring repair, replacement or modification as noted in the inspection report. As
part of the physical inspection of the Property, Licensee shall perform or cause to be
performed, the following preventive maintenance services:
i) Cleaning and janitorial services for the city -owned Property;
ii) Grounds services, including lawn, shrub and tree maintenance and removal of
any rubbish or obstructions from the city -owned property;
iii) Interior and exterior window cleaning to be performed as needed but no less
than once every one hundred and twenty (120) days;
iv) Vermin control as necessary, but no less than once every sixty (60) days;
v) Periodic maintenance and cleaning of kitchen and exhaust equipment, and
grease traps or grease inceptors, if applicable;
vi) Painting of interior and exterior of buildings, including caulking of all window
and door frames, painting of signs, if applicable and restriping of parking lot on
the licensed Property, as necessary, but no less than every four (4) years;
vii) Pressure clean roof as necessary, or upon written request by the City Manager;
viii) Replace roof as necessary or upon written request by the City Manager.
If Licensee refuses, neglects or fails to provide the above services or does not provide
adequate services within thirty (30) days after written demand from the City, City may take
corrective measures or cause the Property to be cleaned or repaired without waiving its right,
based upon any violation of the Licensee and without releasing Licensee from any obligations
hereunder. Licensee shall pay City as additional payments the full cost of such work within
thirty (30) days of Licensee's receipt from the City of an invoice indicating the cost of such
corrective measures or clean-up. Failure to pay such invoice as directed without the necessity
of City repairing the Property shall constitute a violation of this Agreement.
Nothing herein shall imply that maintenance, repair and inspections should be
performed by Licensee only at the suggested intervals. Licensee shall, at all times, be
responsible for the condition of the Property and shall perform repairs required in a timely
manner so as to prevent injury to person and waste to property.
12
14. Condition of the Property and Maintenance.
Licensee accepts the Property "as is", in its present condition and state of repair and
without any representation or affirmation by or on behalf of City, and agrees that City shall,
under no circumstances, be liable for any latent, patent or other defects in the Property.
Licensee, at its sole cost, shall maintain the Property in its current condition, subject to
reasonable wear and tear, ordinary wear and tear excepted, at all times and in an attractive, clean,
safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be
responsible for all interior and exterior non-structural repairs to the Property required or caused
by Licensee's use of part thereof.
Licensee agrees to make all changes necessary to the Property at Licensee's sole cost and
expense in order to comply with all City, County and State code requirements for Licensee's
occupancy thereof
15. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repair in excess of
$1,000.00 without first receiving the written approval of the City Manager or his/her authorized
designee, which approval may be conditioned, denied, or withheld for any or no reason
whatsoever, including a condition to pay additional fees if such alteration will affect the cost of
services being provided by the City. If the City Manager or his/her designee approves such
request, no repair or alteration shall be commenced until plans and specifications therefore shall
have been submitted to and approved by the City Manager or his/her designee.
The Licensee shall be solely responsible for applying and acquiring all necessary permits,
including but not limited to, building permits. The Licensee shall be responsible for any and all
costs associated with any alterations including, but not limited to, design, construction,
installation and perinitting costs. All alterations to the Property, whether or not by or at the
expense of the Licensee, shall, unless otherwise provided by written agreement of the parties
hereto, immediately upon their completion become the property of the City and shall remain and
be surrendered with the Property. In the event of an emergency, Licensee may reasonably
proceed to perform such repair work and shall immediately notify City of such work.
13
All alterations must be in compliance with all statutes, laws, codes, ordinances and
regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency
that may have jurisdiction over the Property as they presently exist and as they may be amended
hereafter.
In the event of an emergency, Licensee shall reasonably proceed to perform such repair
work and shall immediately notify the City Manager or his/her designee of such work.
16. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, material person, or
construction liens to be filed against the title to the Property, nor against any alteration by any
reason, including but not limited to, by reason of work, labor, services, tax liabilities or materials
supplied to the Licensee or anyone having a right to possession of the Property. Nothing in this
Agreement shall be construed as constituting the consent or request of the City, expressed or
implied, by inference or otherwise, to any contractor, subcontractor, laborer or material person
for the performance of any labor or the furnishing of any materials for any specific Alteration, or
repair of or to the Property nor as giving the Licensee the right, power or authority to contract for
or permit the rendering of any services or the furnishing of any materials that would give rise to
the filing of any construction liens against the Property. If any construction, tax or other lien
shall at any time be filed against the Property, the Licensee shall cause it to be discharged of
record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the
Licensee shall fail to discharge a construction or other lien within that period, then in addition to
any other right or remedy available to the City, the City may, but shall not be obligated to,
discharge the lien either by paying the amount claimed to be due or by procuring the discharge of
the lien by deposit in court of bonding or other acceptable form of security in lieu thereof.
Additionally, the City may compel the prosecution of an action for the foreclosure of the
construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor
(with interest, costs and allowances), with the understanding that all amounts paid by the City
shall constitute additional payments due and payable under this Agreement and shall be repaid to
the City by the Licensee immediately upon rendition of any invoice or bill by the City. The
Licensee shall not be required to pay or discharge any statutory, laborers, supplies, material
person or construction lien so long as (i) the Licensee shall in good faith proceed to contest the
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lien by appropriate proceedings, (ii) the Licensee shall have given notice in writing to the City of
its intention to contest the validity of the lien, and (iii) the Licensee shall furnish and keep in
effect a surety bond of a responsible and substantial surety company reasonably acceptable to the
City or other security reasonably satisfactory to the City in an amount sufficient to pay one
hundred ten percent (110%) of the amount of the contested lien claim with all interest on it and
costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith.
Licensee further agrees to hold City harmless from, and to indemnify the City against, any and
all claims, demands and expensees, including reasonable attorney's fees, by reason of any claims
of any contractor, subcontractor, material person, laborer or any other third person with whom
Licensee has contracted or otherwise is found liable for, in respect to the Property.
17. City Access to Property.
City and its authorized representative(s) shall have at all times access to the Property.
City will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense,
may duplicate or change key locks to the Property but not until first receiving written approval
from the Director for such work. In the event Licensee changes key locks as approved by the
Director, Licensee, at its sole cost and expense, must also provide to City a copy or copies of
said keys, if more than one copy is required.
The City shall have access to and entry into the Property at any time to (a) inspect the
Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to
perform after written notice thereof to Licensee, Licensee not having cured such matter within
ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of
this Agreement and all applicable laws, ordinances, codes, rules and regulations, (d) to show the
Property, inclusive of the Property, to prospective purchasers or tenants, and (e) for other
purposes as may be deemed necessary by the City Manager in the furtherance of the City's
corporate/municipal purposes, provided, however, that the City shall make a diligent effort to
provide at least 24-hours advance written notice and Licensee shall have the right to have one or
more of its representatives or employees present during the time of any such entry. The City, its
officials, employees and agents, shall not be liable for any loss, cost or damage to the Licensee
by reason of the exercise by the City of the right of entry described herein for the purposes listed
above. The making of periodic inspection or the failure to do so shall not operate to impose
15
upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility,
obligations or liability assumed under this Agreement.
18. Indemnification and Hold Harmless.
Licensee shall indemnify, defend and hold harmless the City and its officials, employees
and agents (collectively referred to as "Indemnitees") and each of them from and against all loss,
costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or
damage to or destruction or loss of any property arising out of, resulting from, or in connection
with (i) the performance or non-performance of the services contemplated by this Agreement
which is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees, agents
or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged
to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission or
default or negligence (whether active or passive) of the Indemnitees, or any of them or unless
such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts
or omissions on the part of the City, its officials and/or employee; or, (ii) the failure of the
Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to
statutes, ordinances, codes, rules, or other regulations or requirements of any governmental
authority, federal or state, in connection with the performance of this Agreement. Licensee
expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and
against all liabilities which may be asserted by an employee or former employee of Licensee, or
any of its subcontractors, as provided above, for which the Licensee's liability to such employee
or former employee would otherwise be limited to payments under state Workers' Compensation
or similar laws.
Licensee further voluntarily and knowingly acknowledges that, as lawful consideration
for being granted the right to utilize and occupy the Property, Licensee, on behalf of himself, his
agents, invitees and employees, does hereby release from any legal liability the City, its officers,
agents and employees, from any and all claims for injury, death or property damage resulting
from Licensee's use of the Property. The Licensee affirms that the granting of this Agreement is
16
good, sufficient and independent consideration granted by the City for this Indemnification and
Hold Harmless, which shall survive the termination or expiration ofthe Agreement.
19. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this Agreement, the insurance as set forth in Exhibit "B" attached hereto
and made a part hereof. The City is self insured.
20. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, invitees or patrons occurring in or about the Property that may be
stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam,
electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of
the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from
hurricane or any act of God or any act of negligence of any user of the facilities or occupants of
the Property or any person whomsoever whether such damage or injury results from conditions
arising upon the Property or upon other portions of the Property or from other sources. Licensee
indemnifies the City, its officers, agents and employees from and against any and all such claims
even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the
negligence or alleged negligence ofthe City, including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the right to
utilize and occupy the Property, Licensee, on behalf of himself, his agents, invitees and
employees, does hereby release from any legal liability the City, its officers, agents and
employees, from any and all claims for injury, death or property damage resulting from
Licensee's use ofthe Property.
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21. Safety.
Licensee will allow City inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations
and ordinances. By performing these inspections the City, its agents, or representatives are not
assuming any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall
have no recourse against the City, its agents, or representatives from the occurrence, non-
occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee
shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s).
22. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment,
any and all charges, fees, taxes, impositions, or assessments levied against the Property
(collectively Assessments), its proportionate share of use of the Property and/or against personal
property of any kind, owned by or placed in, upon or about the Property by Licensee, including,
but not limited to, ad valorem taxes, fire fees, if any, and parking surcharges.
In the event Licensee appeals an Assessment, Licensee shall immediately notify the City
Manager of its intention to appeal said Assessment and shall furnish and keep in effect a surety
bond of a responsible and substantial surety company reasonably acceptable to the City Manager,
or his/her authorized designee, or other security reasonably satisfactory to the City Manager, or
his/her authorized designee, in an amount sufficient to pay one hundred percent (100%) of the
contested Assessment with all interest on it and costs and expenses, including reasonable
attorneys' fees to be incurred in connection with it.
23. Revocation by Request of Either of the Parties Without Cause.
Either party may revoke this Agreement at any time without cause by giving not less than
thirty (30) days written notice to the non -revoking party prior to the effective date of the
revo cation.
This is a revocation for convenience clause and neither party shall have any recourse
against the other party due to the exercise of such revocation provided; however, that Licensee
18
must pay its fees due to the City under this Agreement through the effective date of such
revocation.
24. Revocation by City Manager for Cause.
Ii at the sole and complete discretion of the City Manager, Licensee in any mariner
violates the restrictions, terms, and conditions of this Agreement, then, and in the event, after ten
(10) days written notice given to Licensee by the City Manager within which to cease such
violation or correct such deficiencies, or begin to correct deficiencies that are by their nature not
correctable within 10 days, and upon failure of Licensee to do so after such written notice within
said ten (10) day period, this Agreement shall be automatically revoked without the need for
further action by the City. Upon such automatic revocation, Licensee shall abide by the terms of
Paragraphs 6 and 32 herein.
25. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given on the day on which
personally served or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
Office of the City Manaer
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
WITH COPIES TO:
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
LICENSEE
Executive Director
Allapattah Community Action, Inc.
Child Care Program
1836 NW 22 Place
Miami, Florida 33125
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Director
City of Miami
Department of Public Facilities
444 SW 2nd Avenue, Suite 325
Miami, Florida 33130
26. Advertising.
Licensee shall not permit any signs or advertising matter to be placed either in the interior
or upon the exterior of the Property without having first obtained the approval of the Director or
his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion.
Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration,
advertising matter or other things as may be permitted hereunder in good condition and repair at
all times.
Licensee must further obtain approvals, permits, or other required approvals by whatever
name called, from all governmental authorities having jurisdiction, and must comply with all
applicable requirements set forth in the Miami -Dade County Code, the City of Miami Code and
Zoning Ordinance. Any signage existing as of the date of this Agreement is in compliance with
the requirements in this section. Upon the revocation or expiration of this Agreement, Licensee
shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing
permitted hereunder from the Property. If any part of the Property is in any way damaged by the
removal of such items, said damage shall be repaired by Licensee at its sole cost and expense.
Should Licensee fail to repair any damage caused to the Property within ten (10) days after
receipt of written notice from City directing the required repairs, City shall cause the Property to
be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such
repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Property an appropriate sign, plaque or historic marker indicating City's having
issued this Agreement.
27. Hazardous Materials.
The Licensee shall, at its sole cost and expense, at all times and in all respects comply
with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies,
20
orders and administrative actions and orders relating to hazardous materials ("Hazardous
Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to
industrial hygiene, environmental protection or the use, storage, disposal or transportation of any
flammable explosives, toxic substances or other hazardous, contaminated or polluting materials,
substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous
Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"),
under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense,
procure, maintain in effect and comply with all conditions of any and all permits, licenses and
other governmental and regulatory approvals relating to the presence of Hazardous Materials
within, on, under or about the Property or required for the Licensee's use of any Hazardous
Materials in or about the Property in conformity with all applicable Hazardous Materials Laws
and prudent industry practices regarding management of such Hazardous Materials. Upon
revocation or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause
all Hazardous Materials, including their storage devices, placed in or about the Property by the
Licensee or at the Licensee's direction, to be removed from the Property and transported for use,
storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws.
The Licensee may operate according to the custom of the industry so long as the use or presence
of Hazardous Materials is strictly and properly monitored according to, and in compliance with,
all applicable governmental requirements. The requirements of this Paragraph shall survive the
revocation or expiration of this Agreement.
The City represents that:
To the best of its knowledge there are no environmental violations, whether under
federal, state, or local laws, existing on the Property;
To the best of its knowledge there are no Hazardous Materials presently existing on the
Property.
28. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county
21
public health unit. Licensee may, have an appropriately licensed person test the Property for
radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the
radon level to an acceptable EPA level, failing which either party may cancel this License.
29. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the term of this Agreement, at its sole expense, all local, state and federal licenses,
authorizations and permits that are necessary for Licensee to conduct its commercial activities.
Licensee shall be responsible for paying the cost of said applications and obtaining said
licenses, authorizations and permits.
30. Compliance with all Applicable Laws.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, codes, ordinances and regulations is
a condition of this Agreement, and Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
31. Ownership of Improvements.
As of the Effective Date and throughout the use period, all buildings and improvements
on the Property shall be vested with the City. Furthermore, title to all Alterations made in or to
the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by
written agreement, immediately upon their completion become the property of the City and shall
remain and be surrendered with the Property.
32. Surrender of Property.
In either event of termination or revocation of this Agreement, Licensee shall peacefully
surrender the Property broom cleaned and in good condition and repair together with all
alterations, fixtures, installation, additions and improvements which may have been made in or
attached on or to the Property.
22
Licensee shall promptly remove all its personal property, trade fixtures and equipment
and Licensee shall repair any damage to the Property caused thereby. Should Licensee fail to
repair such damage to the Property within ten (10) days after receipt of written notice from City
directing the required repairs, City may cause the Property to be repaired at the sole cost and
expense of Licensee. Licensee shall pay City the full reasonable cost of such repairs within ten
(10) clays of receipt of an invoice indicating the cost of such required repairs. At City's option,
City may require Licensee to restore the Property so that the Property shall be as it was on the
Effective Date of this Agreement.
In the event Licensee fails to remove its personal property, equipment and fixtures from
the Property within the time limit set by the notice, said property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole discretion
and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole
cost and expense.
33. Severability.
It is the express intent of the parties that this Agreement constitutes a license and not a
lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement,
or the application thereof to any circumstance, suggest that a lease, rather than a license, has
been created, then such provision shall be interpreted in the light most favorable to the creation
of a license and (ii) if any provision of this Agreement, or the application thereof to any
circumstance, is determined by a court of competent jurisdiction to have created a lease rather
than a license, then such provision shall be stricken and, to the fullest extent possible, the
remaining provisions of this Agreement shall not be affected thereby and shall continue to
operate and remain in full force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement,
should any provision, section, paragraph, sentence, word or phrase contained in this Agreement
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in
order to conform with such laws, or if not modifiable, then same shall be deemed severable, and
23
in either event, the remaining terms and provisions of this Agreement shall remain unmodified
and in full force and effect or limitation of its use.
34. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this Agreement and the
same shall remain in full force and effect.
35. No Assignment or Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by
this Agreement. Any assignment, sale or disposition of this Agreement or any interest therein by
Licensee shall result in the automatic revocation of this Agreement without notice by the City
Manager.
36. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City
contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access
by the City and the public to all documents subject to disclosure under applicable law.
37. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of
the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto. Licensee
covenants that no person or entity under its employ, presently exercising any functions or
responsibilities in connection with this Agreement, has any personal financial interests, direct or
indirect, with the City. Licensee further covenants that, in the performance of this Agreement,
no person or entity having such conflicting interest shall be utilized in respect to services
provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or
associated persons, or entities must be disclosed in writing to the City.
24
38. Americans with Disabilities Act.
Licensee shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the
City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability)
and all applicable regulations, guidelines and standards. Additionally, Licensee shall take
affirmative steps to ensure nondiscrimination in employment of disabled persons.
39. Nondiscrimination.
In the performance of this Agreement or any extension thereof, Licensee and/or its
authorized agents shall not discriminate in connection with its occupancy and use of the Property
and improvements thereon, or against any employee or applicant for employment because of
race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status
or sexual orientation. Licensee and/or its authorized agents will insure that its employees are
fairly treated during employment without regard to their race, national origin, ancestry, color,
sex, religion, age, disability, familial status, marital status or sexual orientation. Such action shall
include, but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation.
40. Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless approved by the City Commission, approved as to legal form and correctness by the City
Attorney, provided in writing and signed by both parties.
41. Attorney(s') Fees.
In the event it becomes necessary for either party to institute legal proceedings to enforce
the provisions of this Agreement, each party shall bear its own attorneys' fees through all trial
and appellate levels.
42. Litigation; Venue.
Any dispute or civil action herein shall be resolved in the courts of Miami -Dade County,
Florida. The parties shall attempt to mediate any dispute without litigation. if the parties agree
to mediate any such dispute the standards and procedures of set forth in Chapter 44, Florida
Statutes, "Mediation Alternatives to Judicial Action", as amended, will apply. However, this is
not intended to establish mediation as a condition precedent before pursuing specific
performance, equitable or injunctive relief.
43. Waiver of Jury Trial.
The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement executed by and between the parties
in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
44. Waiver.
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of
any subsequent or other breach of the same or any covenant, condition or provision of this
Agreement, nor shall any failure on the part of the City to require or exact full and complete
compliance by Licensee with any of the covenants, conditions or provisions of this Agreement
be construed as in any manner changing the terms hereof to prevent the City from enforcing in
full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any
manner whatsoever other than by written agreement of the City and Licensee.
26
45. Time of Essence.
It is expressly agreed by the parties hereto that time is of the essence with respect to this
Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day
of said period or the date of performance shall be extended to the next business day thereafter.
46. No Interpretation Against Draftsmen.
The parties agree that no provision of this Agreement shall be construed against any
particular party and each party shall be deemed to have drafted this Agreement. This Agreement
is the result f negotiations between the Parties and has been typed/printed by one party for the
convenience of both Parties, and the Parties covenant that this Agreement shall not be construed
in favor of or against either of the Parties.
47. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver
or cause to be performed, executed and/or delivered any and all such further acts, deeds and
assurances as may be necessary to consummate the transactions contemplated hereby.
48. Third Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party shall be
entitled to claim or enforce any rights hereunder.
49. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venture of the other.
50. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
27
51. Authority.
Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective
behalf.
52. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly set forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
53. Special Provisions.
53.1. Licensee maintains a special Reserve/Maintenance Fund, titled "Repair and
Maintenance", as part of the Head Start program budget allocation and requirements totaling
$5,000.00. These monies are to ensure that the Licensee performs and identifies repairs on the
Property and paints the interior and exterior building on the Property is painted once every five
(5) years. The Licensee shall issue an annual report to the City Manager and the Director as to
the status and the amounts of this fund. The first such report shall be submitted on or before
December 31, 2012 to the City addresses listed in Paragraph 25.
THIS SECTION LEFT INTENTIONALLY BLANK
28
IN WITNESS WHEREOF', the parties hereto have executed this Agreement of the day and
year first above written.
ATTEST:
By:
Dude
City Clerk
/
APPROVED AS TO INS CE
REQUIREMENTS:
Lam:' ��
By:
Calvin Ellis, Dire tor
.,---Departmen of R sk Management
ATTEST:
WITNESSES:
By:
By:
Sigtature
ec
Print Name
Signature
Print Name
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Jo y Mart
Ci Manager
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Julie O. Brii
City Attorney
LICENSEE:
By:
f:Theife5 <<•
Prin ame
.�'t425-0X6�
Title Authorized Officer
\\ 1\ \
Date
CORPORATE SEAL
29
EXHIBIT A
PROPERTY
Folio Number: 01-3134-028-0130
Lots 17-20 of the Washburn Subdivision,
according to the Plat thereof,
as located in Plat Book 4, Page 112
of the Public Records of
Miami -Dade County Florida.
30
EXHIBIT B
REPORTING REQUIREMENTS
TYPE OF REPORT DUE DATE
Audited Financial Statement No later than 120 days after end of fiscal year
Preventative Maintenance Report Anniversary Date of Agreement
Reserve/Maintenance Fund Report By December 31 annually
31
EXHIBIT C
INSURANCE REQUIREMENTS
I. Commercial General Liability (Primary & Non Contributory)
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
City of Miami included as an additional insured
Contingent Liability (Independent Contractors Coverage)
Contractual Liability
Premises & Operations Liability
II. Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Sexual Abuse and Molestation Coverage $250,000
V. Property Coverage
"All Risk" special form coverage for Real and Business Personal Property coverage
insuring against all risk of direct physical loss or damage, including coverage for theft,
windstorm, hail, and flood, as applicable and insuring 100% replacement on the building and
Licensee's improvements, including all its equipment, fixtures, furniture and all other personal
property in and about the property. The policy or insurance certificate should further include
coverage for sprinkle leakage, plate glass coverage, and business interruption and extra expense,
preferably written on an actual loss sustained basis. The property certificate must show full
100% replacement cost basis valuation with a maximum deductible of $5,000 as to all other
perils, and 5% on windstorm, hail. The City shall be named as an Additional Insured and loss
payee on this coverage.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or material
change. The City reserves the right to reasonably amend the insurance requirements by the
issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or
security reasonably required by the City.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as
to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance
are subject to review and verification by Risk Management prior to insurance approval.
33